Aneesh Capital Announces Qualifying Transaction With EMUSIC

(TheNewswire)

TORONTO, ON - December 5, 2025 – TheNewswire - Aneesh Capital Corp. (TSXV: EESH.P) (the “Company” or “Aneesh Capital”) is pleased toannounce that it has entered into a Letter of Intent dated December 2,2025 with eMusic.com Inc. (“eMusic”), a pioneer in the digitalmusic industry that has connected millions of fans with artists forover 25 years, to enable eMusic to complete a going-public transactionin Canada (the “Proposed Transaction”).

Upon completion, Aneesh Capital will acquire 100% of eMusic, and theresulting issuer (the “Resulting Issuer”) will carry forwardeMusic’s strategy.

“ eMusic has a long history ofinnovation in the digital music space. This transaction will provideus with the capital and public currency to accelerate our growth,specifically with the launch of our new eMusic Royalties eXchange platformwhich will modernize music financing and create additional valuefor rightsholders ,” said Tamir Koch,President of eMusic.

“ We are pleased to have entered into this LOIwith eMusic and look forward to working toward the completion of theQualifying Transaction,” said Peeyush K. Varshney, CEO of AneeshCapital.

Transaction Terms

For the purposes of the Proposed Transaction, the deemed value of thecurrently outstanding common shares of Aneesh Capital (“AneeshCapital Shares”) will be US$750,000. Pursuant to the ProposedTransaction, it is currently intended that holders of shares of eMusic(“eMusic Shares”) will receive Aneesh Capital Shares in exchangefor their eMusic Shares based on a deemed valuation of US$18,000,000for eMusic.

Final terms remain subject to tax, legal, and regulatory review. ADefinitive Agreement is expected to be executed by January 5, 2025,with closing targeted on or before March 31, 2026.

Concurrent Financing

In conjunction with, or prior to the closing of the ProposedTransaction, the parties intend to complete a private placement ofapproximately US$3,000,000 (the “Concurrent Offering”). The termsof the Concurrent Offering will be determined in the context of themarket.

Management and Governance

Following the transaction, eMusic’s existing management team willassume leadership of the Resulting Issuer. All but one of thedirectors of Aneesh Capital shall resign and the board of directorswill be comprised of directors nominated by eMusic. Full details willbe disclosed upon execution of the Definitive Agreement.

Aneesh Capital intends that the Proposed Transactionwill constitute its “Qualifying Transaction” under Policy 2.4 - Capital PoolCompanies of the TSXV. The Proposed Transactionwill be an arm’s length transaction. A comprehensive news releasewith further particulars relating to the Proposed Transaction,financial particulars, transaction structure, descriptions of theproposed management and directors of the Resulting Issuer, terms ofany sponsorship, if applicable, among other particulars, will followin accordance with the policies of the TSXV.

Conditions and Approvals

Completion of the Proposed Transaction is subject to standardconditions, including:

• Execution of the Definitive Agreement

• Completion of satisfactory due diligence

• Receipt of all required regulatory, corporate, andshareholder approvals

• Acceptance of the Proposed Transaction as AneeshCapital’s Qualifying Transaction by the TSXV

• Receipt of approval for the listing of the commonshares of the Resulting Issuer by the TSXV

• Completion of the Concurrent Offering

• Delivery of financial statements of both AneeshCapital and eMusic

• Aneesh Capital shareholders’ equity being equalto or greater than zero

• No material adverse changes in either party

There can, however, be no assurance that the Proposed Transaction willbe completed as proposed or at all.

In connection with the Proposed Transaction, AneeshCapital has agreed to pay a finder’s fee equal to two percent (2%)of the Transaction Value to Baer Investments Limited (the“Finder”), subject to the policies of the TSXV. Aneesh Capitalshall also pay to JDJ Merchant Partners Inc. an arrangement fee ofUS$100,000 payable in cash or common shares. Additionally, the Companyshall pay Exiteam Ltd. a finder’s fee in accordance with the termsof an agreement between the Company and Exiteam Ltd.

Trading in securities of a capital pool company shouldbe considered highly speculative. Shares of Aneesh Capital have beenhalted from trading on the TSXV, and trading is not expected to resumeuntil closing of the Proposed Transaction.

This press release is not an offer of securities forsale in the United States. The securities described in this pressrelease have not been registered under the U.S. Securities Act of1933, as amended, and may not be offered or sold in the United Statesor to, or for the account or benefit of, U.S. persons (as defined inRegulation S under the U.S. Securities Act of 1933, as amended) absentregistration or an exemption from registration. This press releaseshall not constitute an offer to sell or a solicitation of an offer tobuy nor shall there be any sale of the securities in any jurisdictionwhere such offer, solicitation, or sale would be unlawful.

Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS

This news release contains “forward-lookingstatements” within the meaning of applicable securities laws. Allstatements contained herein that are not clearly historical in naturemay constitute forward-looking statements. Generally, suchforward-looking information or forward-looking statements can beidentified by the use of forward-looking terminology such as“plans”, “expects” or “does not expect”, “isexpected”, “budget”, “scheduled”, “estimates”,“forecasts”, “intends”, “anticipates” or “does notanticipate”, or “believes”, or variations of such words andphrases or may contain statements that certain actions, events orresults “may”, “could”, “would”, “might” or “will betaken”, “will continue”, “will occur” or “will beachieved”. The forward-looking information and forward- lookingstatements contained herein include, but are not limited to,statements regarding: the completion of the Proposed Transaction; theability of Aneesh Capital and eMusic to complete the terms on whichthe Proposed Transaction is intended to be completed, the ability ofAneesh Capital and eMusic to obtain regulatory and shareholderapprovals; and other factors.

Forward-looking information in this news release arebased on certain assumptions and expected future events, namely: theability of Aneesh Capital and eMusic to continue as going concerns; alack of any adverse effects on the business of Aneesh Capital andeMusic as a result of the general economic conditions; and thecontinued commercial viability and growth in popularity of digitalmusic and royalty products.

These statements involve known and unknown risks,uncertainties and other factors, which may cause actual results,performance or achievements to differ materially from those expressedor implied by such statements, including but not limited to: theinability of Aneesh Capital and eMusic to complete the ProposedTransaction; the inability of Aneesh Capital and eMusic to completethe terms on which the Proposed Transaction is intended to becompleted; the inability of Aneesh Capital and eMusic to obtainregulatory and shareholder approvals; risks regarding the digitalmusic industry; market conditions; economic factors; the inability ofmanagement to manage and to operate the business of the ResultingIssuer; and the risks inherent in equity markets generally.

Although Aneesh Capital and eMusic have attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults to differ from those anticipated, estimated or intended.Accordingly, readers should not place undue reliance on anyforward-looking statements or information. No forward-lookingstatement can be guaranteed. Except as required by applicablesecurities laws, forward-looking statements speak only as of the dateon which they are made and neither Aneesh Capital and eMusic undertakeany obligation to publicly update or revise any forward-lookingstatement, whether as a result of new information, future events, orotherwise.

ABOUT ANEESH CAPITAL CORP.

Aneesh Capital is a capital pool company created toidentify and evaluate potential acquisitions of commercially viablebusinesses and assets. The Company has not commenced commercialoperations and has no assets other than cash. Except as permittedunder the TSXV Policy 2.4, until the completion of the QualifyingTransaction, Aneesh Capital will not carry on business, other than theidentification and evaluation of companies, businesses or assets witha view to completing a Qualifying Transaction.

ABOUT EMUSIC.COM INC.

eMusic is a digital music pioneerwith more than 25 years of innovation at the forefront of theindustry. Since its founding in 1998, the company has connectedover 50 million music fans with artists and facilitated nearly onebillion transactions across a catalog of more than 26 milliontracks.
Today, eMusic is developing the eMusic Royalties eXchange , a next-generation platform thatmodernizes music financing by directly connecting rightsholders withinvestors—unlocking new sources of capital, liquidity, and long-termvalue.

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For further information, please contact:

ANEESH CAPITAL CORP.

Peeyush K. Varshney

Chief Executive Officer

Telephone: 604-684-2181

E-mail: Peeyush@varshneycapital.com

EMUSIC.COM INC.

Tamir Koch

President

Email: I R@emusic.com

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